SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MTG Broadcasting AB

(Last)

(First)

(Middle)

BOX 2094

(Street)

STOCKHOLM

SE-103 13

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/31/2006

3. Issuer Name and Ticker or Trading Symbol
CTC Media, Inc. [ CTCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	31,839,200	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Senior Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	26,489,600	⁽³⁾	D
Super Senior Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,680,000	⁽³⁾	D

Explanation of Responses:

1. Immediately prior to the initial public offering of the Issuer's Common Stock, each outstanding share of Preferred Stock will be automatically converted into 800 shares of the Issuer's Common Stock.

2. Not applicable.

3. Immediately prior to the initial public offering of the Issuer's Common Stock, each outstanding share of Preferred Stock will be automatically converted into 800 shares of the Issuer's Common Stock.

Remarks:

Pursuant to an amended stockholders agreement among MTG Broadcasting AB, the Issuer and other stockholders of the Issuer, MTG is entitled to designate three individuals for election to the board of directors of the Issuer.

	/s/ Hans-Holger Albrecht and Anders Nilsson, board members	05/31/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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